Constitution - Bylaws
(modiefied internet version)
International Society for Abnormally Invasive Placenta
Eupen N° d’entreprise :
TITLE I: NAME, REGISTERED OFFICE
Article 1: The non-profit society is called the International Society for Abnormally Invasive Placenta (ISAIP). All acts, invoices, announcements, publications and other documents emanating from the society shall mention the name "International Society for Abnormally Invasive Placenta", preceded or followed immediately by the words "non-profit making society" or the acronym "ASBL", then the address of the seat of the society.
Article 2: Its seat is established 89 Hufengasse 4700 Eupen, a municipality in Belgium, in the judicial district of Eupen. The registered office may be amended by decision of the AGM of members adopted in accordance with article 8 of the law of 27 June 1921, as amended by the law of 2 May 2002.
Frederic Chantraine, XX, Belgium
Sally Collins, XX, Great Britian
Thorsten Braun, XX, Germany
Louis Marcellin, XX, France
Vedran Stefanovic, XX,Finland
Pavel Calda, XX, Czech Republic
Philippe Petit, XX, Belgium
Maddalena Morlando, XX, Italy
Heleen van Beekhuizen, XX, The Netherlands
Hans Duvekot, XX, The Netherlands
Katharina Weizsaecker, XX, Germany
Olivier Morel, XX, France
Minna Tikkanen, XX, Finland
Jorma Paavonen, XX, Finland
Pasquale Martinelli, XX, Italy
Mariola Ropacka-Lesiak, XX, Poland
Mina Mhallem, XX, Belgium
TITLE II: SOCIAL PURPOSE, DURATION
Article 3: The aim of the society is to promote the clinical study of, research in and the education regarding: "Abnormally Invasive Placenta".
It shall organize scientific meetings and make use of any other appropriate means to achieve these aims. It may associate itself with other societies which pursue similar aims. The language used in the society will be English.
The purpose of the society may be amended by a resolution passed by the annual general meeting (AGM) of members adopted in accordance with article 8 of the law of 27 June 1921 as amended by the law of 2 May 2002.
Article 4: The society is constituted for an indefinite period.
TITLE III: MEMBERSHIP
Article 5: The number of members is unlimited but cannot be less than three. There are four types of membership; full membership, associate membership, honorary membership and supporting membership.
The board will ratify a list of International centres registered with the society. To become an ISAIP registered centre the following criteria must be fulfilled:
- The centre has to demonstrate that it manages ≥ ten cases of AIP over a three-year period.
- The centre has to return a formal questionnaire giving information about its population and clinical practice.
- The centre must return data collection forms for their last 5 cases of AIP.
- The centre must provide a CV for a named person responsible for that centre.
Once these requirements have been satisfied the application will be considered and ratified by the board. The centre will then be added to the list of registered centres once the person responsible for that centre has signed the data agreement contract and paid the fee to register with the ISAIP database. That centre will then enter the required data into the collaborative database.
If a centre has not entered any data into the collaborative database for 2 years it will be removed from the list of registered centres. It can reapply in future but must proceed through the full admission process.
Full members will be persons who work at or otherwise represent an ISAIP registered centre. Admission is subject to a written undertaking to comply with the present constitution and the internal regulations of the society.
Once these requirements have been satisfied their application will be considered and ratified by the board. The new member would be invited to one ISAIP meeting but will only become a full member once their membership fee has been paid.
To remain a member, they will need to undertake to comply with the present constitution and the internal regulations of the society.
An ISAIP registered centre can have an unlimited number of full members but only one vote will count from each centre whenever the general membership is called on to vote.
Article 7: Associate members will be chosen by the board from people who are interested in the work of the society and have expressed, in writing, the desire to associate themselves with it and can demonstrate that this is in the interest of the society as a whole.
Admission is subject to a written undertaking to comply with the present constitution and the internal regulations of the society.
Once these requirements have been satisfied their application will be considered and ratified by the board. The new member would be invited to one ISAIP meeting but will only become an associate member once their membership fee has been paid.
To remain a member, they will need to undertake to comply with the present constitution and the internal regulations of the society.
Associate members shall enjoy only the rights and obligations defined in this Article but will not have the right to vote whenever the general membership is called on to vote.
Article 8: Honorary members will be appointed by the board and will consist of people who in the opinion of the board have rendered distinguished services to the society or the wider international field of AIP.
The honorary members will be admitted by decision of the board, upon written request addressed to the Chairman of the board. Honorary members do not pay membership fees and will not have the right to vote whenever the general membership is called on to vote.
Article 9: Supporting members are chosen by the board from among people who are interested in the activities of the society and wish to provide financial support.
Article 10: Only full members shall have the right to vote at the meetings of the society.
Article 11: Each member may leave the society at any time by sending his written resignation to the board.
A member who has not paid his dues for two years shall be deemed to have resigned. The exclusion of a member can only be pronounced by the AGM if a representative of at least two-thirds of the registered centres are present. The excluded member must have been notified at least eight days beforehand to enable him to prepare and present his defence.
A member who has resigned or been excluded, as well as the beneficiaries of a deceased member, have no right to the assets of the society and cannot demand the surrender of sums paid, contributions or any other benefit.
In no case may a member who has resigned, or been excluded, be entitled to request communication or copy of the accounts, seal the properties of the society or establish an inventory.
Article 12: The members do not contract in their capacity as member, any personal obligation relative to the commitments of the society.
Article 13: The membership Secretary to the board is responsible for drawing up the list of members, keeping it up to date and, in accordance with the law, filing it annually with the registry of the commercial court.
TITLE IV: MEMBERSHIP FEE
Article 14: The contribution of the full and associate members shall be fixed annually at the statutory AGM, when the budget for the previous and subsequent financial years are examined. It will become due within the next fortnight.
The maximum contribution rate is set at € 200 per year.
TITLE V: THE ANNUAL GENERAL MEETING (AGM)
Article 15: The AGM is composed of all the members.
Its decisions bind absent members as well as those who abstain from voting or cast a negative vote.
There can be only one vote cast per registered centre.
Article 16: The AGM has the power conferred to it by the law or the present statutes.
The powers of the AGM include the right:
(A) to amend the present Statutes;
(B) to appoint and remove the board
(C) to appoint and dismiss the commissioner(s) and to fix their remuneration in cases where remuneration is awarded;
(D) to discharge the board and the auditors;
E) to approve the accounts for the previous financial year and the budget for the next financial year;
(F) fix the membership fees;
(G) to dissolve the society;
(H) impose the exclusion of a member;
(I) to associate the society with another society pursuing similar aims;
(J) transforming the society into a social purpose society
Article 17: An AGM must be convened by the Chairman in the cases provided for in the articles of society or by decision of the board.
Article 18: The society meets at least twice a year.
The dates, times and place of such meetings and the agenda shall be fixed by the Chairman in the convening notice addressed to all members, regardless of their status, at least 8 days before the meeting.
Any proposal signed by a number of members at least equal to the twentieth of registered centres shall be placed on the agenda.
The Chairman must convene the AGM in the cases provided for in the by-laws or by decision of the board - or if one-fifth of the full members so request.
The meetings shall be chaired by the Chairman or, in his absence, by the Vice Chairman or by a member appointed to the board.
Article 19: In principle, all full members have one vote. However, if a registered centre is represented by more than one full member the number of votes of these members in total is limited to one. That is, there will only be one vote cast per registered centre irrespective of the number of full members from that centre.
Decisions shall be taken by a majority of the votes of the members present or represented, except as otherwise provided by law or by the articles of society.
Article 20: The AGM can validly deliberate on the modifications to the present statutes only if the modifications are explicitly specified in the convocation and if the general assembly brings together at least two thirds of the members who are present or represented. No amendment may be adopted except by a two-thirds majority of the votes of the members present or represented.
The minutes of the AGM will be sent to all members within 30 days.
However, the amendment relating to the purpose or purposes for which the society is constituted may be adopted only by a majority of four fifths of the votes from the registered centres present.
The AGM can only pronounce the dissolution of the society under the same conditions as that relating to the modification of the goal or aims of the society.
The AGM cannot vote on a point which is not on the agenda, except to vote in advance that the urgent registration of this point is required.
Any member may be represented by another member and give him or her a written proxy for their vote. However, no member may hold more than one proxy.
If two thirds of the members are not present at the first meeting, a second meeting may be convened which may validly deliberate, whatever the number of members present or represented, and adopt the modifications to the majorities provided for in the preceding paragraphs. The second meeting may not be held less than fifteen days after the first meeting.
Article 21: At the meeting following the end of the financial year, the AGM shall be held to decide the accounts and the budget presented by the Treasurer on behalf of the board.
The accounts and budgets will be available to the members with supporting documents, eight days before the AGM. The AGM elects the members of the board.
TITLE V: THE BOARD
Article 22: The society shall be managed by a board composed of not more than 9 members. In any case, the number of board members must always be less than the number of members of the society.
The Chairman is appointed by the statutory AGM one year before taking office, for a term of three years, renewable once.
The Secretary, Treasurer and Vice-Chairman are also appointed by the statutory AGM one year before taking office, for a term of three years, renewable once.
The other board members are appointed by the AGM for an initial term of three years, there are no limits on the time that these posts can serve for subject to repeat ratification by the AGM. These mandates may also end by resignation, exclusion or death.
Wherever possible, board members should be selected from different centers participating in ISAIP. They shall be appointed by secret ballot by a relative majority of votes.
If a board members term ends prematurely, the board continues to serve validly until the next AGM.
Article 23: The mandate of board member is at all times revocable by the general assembly without the latter having to justify its decision.
Article 24: Any board member who wishes to resign must justify his resignation in writing to the board.
Article 25: The quality of board member is automatically lost by the death or conviction for indecent assault, corruption of youth, prostitution or insult to good morals.
The Treasurer, is responsible for the maintenance of the accounts, the declaration for tax purposes, the formalities for the payment of the property tax and VAT and the deposit of the accounts at the Registry of the Tribunal Competent authority or the National Bank of Belgium.
The Secretary is responsible for drafting the minutes, ensuring that the documents are kept. He/she shall deposit the instruments required by the law of 27 June 1921 as amended by the law of 2 May 2002 at the office of the Court of First Instance, as soon as possible.
In the event of temporary incapacity, the board may appoint an administrator to ensure an interim replacement.
Article 27: The board members shall exercise their functions free of charge.
Article 28: The board members do not, because of their office, incur any personal obligation and are only liable to the society for the performance of their duties.
The board has the broadest powers to manage the society within the limits of the law and the present articles of society. He/she represents themself in court. He/she appoints and dismisses the administrative staff and fixes the remuneration. He/she shall organize the sittings and fix the rules of procedure.
Article 29: The society is bound towards third parties by the joint signature of the Chairman and the Vice-Chairman or Secretary or Treasurer.
Article 30: The board shall meet when convened by the Chairman and whenever two of its members so request.
The notice shall be sent by e-mail, posted at least three days before the meeting. The board itself decides on its agenda at the beginning of the meeting.
It can make a valid decision only if most of the board members are present.
Decisions shall be taken by a majority vote.
In the case of parity, the chairman's vote shall prevail.
Minutes are sent to all members of the board and approved at the following meeting and recorded in a register signed by the Chairman and the Secretary. All full members may, on written request, obtain copies or extracts of the minutes.
Article 31: Except in the case where it creates one or more bodies of general representation or day-to-day management, the society is managed and represented by the board, the board members acting, except in the case of a special delegation, in a college.
The board has the broadest powers for the administration and management of the Society.
All powers not expressly reserved by law or by these articles of society to the AGM are exercised by the board.
Article 32: The society is validly represented in all acts, including legal proceedings, by the Chairman who, as an organ, must not justify a prior decision and power of attorney to third parties board.
Restrictions on its power of general representation are not enforceable against third parties except in the case of fraud.
The term of office is fixed by the board and is a maximum of three years. The mandate expires automatically when the person in charge of the general representation loses his or her status as a board member. The board may, at any time and without justification, terminate the mandate conferred on the person in charge of the general representation of the society.
Article 33: "The day-to-day management shall be carried out by the Chairman, Vice-Chairman, Secretary and Treasurer who may invite other board members to participate in its work. He/she may also grant mandates to one or more board members, members or third parties. In this case, the scope of the powers conferred and the length of time they may be exercised will be specified. The resignation or revocation of a board member terminates any power delegated by the board.
Article 34: The powers of the day-to-day management body are limited to daily management acts. However, the board may delegate certain of its decision-making powers and / or confer special mandates on the day-to-day management delegates.
Restrictions on their power of representation are not enforceable against third parties except in the case of fraud.
If the day-to-day management representative is a board member, the end of the term of office as board member of the day-to-day management shall automatically terminate unless the board decides otherwise. The board may, at any time and without justification, terminate the mandate given to the person(s) responsible for the day-to-day management of the society.
TITLE VI: DISSOLUTION, LIQUIDATION
Article 35: The dissolution and the liquidation of the Society are regulated by articles 18 to 26 of the law. Decisions to dissolve and liquidate must be filed with the Registry of the Commercial Court of the registered office of the society and published in the annexes to the “Moniteur belge”.
In the event of dissolution of the society, the assets of the society will be allocated to one or more” ASBL’s” which pursue a goal like that of the society and which carry out similar activities.
The general meeting which decides to dissolve or, failing that, the liquidator (s) shall designate the beneficiary “ASBL”.
TITLE VII: ACCOUNTS, BUDGET
Article 36: Each year and at the latest six months after the end of the financial year, the board shall submit to the general meeting, for approval, the annual accounts for the Article 17 of the Law of 27 June 1921 amended by the Law of 2 May 2002 and the budget for the following financial year.
Article 37: If the society is not legally bound to appoint a statutory auditor, the general meeting may nevertheless entrust the audit of the accounts to one or more auditors or to one or more auditors, whether or not they are members of the society.
TITLE VIII: MISCELLANEOUS PROVISIONS
Article 38: For all that is not provided for in these articles of society and the internal rules of procedure, the parties appearing to have referred to the terms and conditions of the law of 27 June 1921 as amended by the law of 2 May 2002.